SEC Form 4 · accession 0001209191-17-012102
NUTRI SYSTEM INC /DE/ · NTRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dawn M. Zier
Officer — President and CEO · Director
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 4:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096376
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock | Feb 15, 2017 | M | 21,806 | $18.98 | A | 272,820 | D | |
| Common stockF2 | Feb 15, 2017 | S | 21,806 | $35.4679 | D | 251,014 | D | |
| Common stock | Feb 15, 2017 | M | 7,370 | $20.94 | A | 258,384 | D | |
| Common stockF3 | Feb 15, 2017 | S | 7,370 | $35.462 | D | 251,014 | D | |
| Common stock | Feb 15, 2017 | M | 824 | $21.64 | A | 251,838 | D | |
| Common stockF4 | Feb 15, 2017 | S | 824 | $34.9845 | D | 251,014 | D | |
| Common stockF5 | Feb 15, 2017 | A | 25,993 | $35.75 | A | 277,007 | D | |
| Common stockF6 | Feb 15, 2017 | F | 11,980 | $35.75 | D | 265,027 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock options, .001 (right to buy) | $18.98 | Feb 15, 2017 | M | 21,806 | D | Jan 2, 2016 | Jan 2, 2022 | Common Shares | 21,806 | 212,091 | D |
| Common stock options, .001 (right to buy) | $20.94 | Feb 15, 2017 | M | 7,370 | D | Jan 4, 2017 | Jan 4, 2023 | Common Shares | 7,370 | 204,721 | D |
| Common stock options, .001 (right to buy) | $21.64 | Feb 15, 2017 | M | 824 | D | Dec 31, 2016 | Dec 31, 2022 | Common Shares | 824 | 203,897 | D |
Explanation of responses
- F1Sale pursuant to a 10(b)5-1 plan.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.60 to $35.80, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.60 to $35.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.40 to $35.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5Shares were granted upon the achievement of certain specified performance goals.
- F6Withholding of common stock to cover tax liability.